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Showing 1 - 16 of 16 results.

  • Ethics and Compliance Oversight Questionnaire

    Facilitate discussions among the board and executive leadership on ethics and compliance program effectiveness.

    Audit CommitteeComplianceBoardroom ToolEthicsMember-Only
  • Unlocking the Power of Artificial Intelligence

    Establishing a code of conduct for the use of AI will be vital to protect brands and reputation.

    Data PrivacyArtificial IntelligenceDisruptive TechnologyEthicsReputational RiskRiskOnline Only
  • As Theranos Proceedings Continue, Here’s What Private Company Boards Can Learn

    As the case against Elizabeth Holmes continues to make headlines, it is worth reflecting on private-company governance lessons from the Theranos scandal related to accountable capitalism, reputation risk, and business oversight.

    EthicsFiduciary DutyFraudCrisis ManagementRisk OversightPrivate Company GovernanceGovernance
  • Code of Ethics

    The following Code of Ethics for the National Association of Corporate Directors (NACD) is intended to guide ethical decision-making by directors, officers, employees, and chapter leaders in carrying out its mission.

    Committees and RolesEthicsGovernance
  • Strengthening Compliance and Ethics Oversight

    In light of renewed regulatory focus, directors should consider strengthening their oversight of corporate compliance and ethics programs. New U.S. Department of Justice emphasis on the effectiveness of compliance and ethics programs in preventing, detecting, and mitigating the risk of individual wrongdoing is raising the bar for companies' compliance efforts. This Director Essentials guide offers an overview of the board's role in compliance oversight and outlines critical questions directors can ask management to assess whether compliance and ethics programs have a real impact on business conduct. The guide will be especially helpful for onboarding new directors and as a resource for board members who wish to refresh their knowledge about core governance topics.

    Compliance, Ethics, and LiabilityComplianceEthicsLiabilityRegulationMember-Only
  • A Guide for Directors of Privately Held Companies

    This valuable Director's Handbook Series publication, A Guide for Directors of Privately Held Companies, provides a full range of guidance for directors of private and closely held companies—from the interview that starts the journey of directorship to the ethical concerns that must guide it.

    EthicsRisk ManagementStrategyShareholder EngagementCorporate GovernanceMember-Only
  • Deterring and Detecting Financial Reporting Fraud

    This report represents a first step in advancing initiatives for the detection of financial reporting fraud, to benefit investors and other participants.

    EthicsFraudMember-Only
  • Conflicts of Interest

    Discover what constitutes a conflict of interest, including information on related-party transactions and interlocking directorates.

    ComplianceDisclosureEthicsRiskMember-Only
  • The Caremark Standard: Tough, but Not Impregnable

    The Caremark decision built a high wall for plaintiffs to scale in asserting a board’s failure to comply with duty of care and loyalty standards. A landmark case before the Delaware courts in 1996, the decision written by the Court of Chancery of Delaware for In re Caremark International Inc. clarifies the board’s duties in relation to its oversight activities.

    ComplianceDelaware CourtsEthicsLegislationRegulationRisk Management
  • Fundamental Choices for Board Oversight of the Russia-Ukraine Crisis

    The Russian invasion of Ukraine raises trust and reputational issues that boards must address with respect to doing business in Russia today and in countries ruled by other autocrats tomorrow.

    CybersecurityESGGeopolitical RiskEthics
  • Does Your Company Really Have a ‘Speak-Up’ Culture?

    Eighty-two percent of directors said in an NACD survey that their companies have "a strong 'speak-up' culture." But according to a NAVEX Global report, over half of employees raising issues in the workplace do so anonymously. Here is why fostering a "speak-up" culture is so important, and what boards can do to help.

    Talent, Culture, and HRCultureCulture OversightCompliance, Ethics, and LiabilityEthicsWhistleblowerWhistleblowingStrategy and Risk
  • Directors Challenged to Respond to New DOJ Corporate Fraud Initiative

    The US Department of Justice's new policy on corporate fraud enforcement and individual accountability is a significant development around risk, Michael W. Peregrine warns corporate directors.

    ComplianceDepartment of JusticeEthicsFraudLegislationLiabilityRegulation
  • Ethical Concerns Over a New Product Test an Independent Director’s Mettle

    The scenario presented here is anonymized to protect identities.

    EthicsRisk Management
  • Busy Director Neglects Board Duty While CEO’s Actions Raise Questions, What Should She Do?

    Lie. Stay quiet, remain on the board, and hope the CEO will sort it out. Resign fast and hope the CEO will sort it out. Start doing the job.

    EthicsStrategyCorporate Governance
  • Global Governance Lessons From Europe’s Enron

    For its sheer scope, daring, and size, Wirecard is being compared to Enron. What happens next seems both predictable and inevitable.

    Corporate InvestigationDirector LiabilityEthicsFraudCrisis
  • Lessons to Learn From the Fall of FTX

    Cryptocurrency exchange FTX has fallen. News outlets point mainly to rival cryptocurrency exchange Binance first announcing that it would sell off its holdings of FTX’s primary token, FTT, then later backing out of an offer to acquire FTX as the point of no return that resulted in FTX and more than 130 affiliated companies filing for bankruptcy on Nov. 11.

    ComplianceCorporate InvestigationEthicsRegulatory RiskSecurities and Exchange CommissionRisk ManagementGovernance

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